Section 92 of Companies Act 2013: Annual Return, Applicability, and FAQs

Section 92 of Companies Act, 2013 mandates that every company must prepare an Annual Return, which serves as a comprehensive document containing essential details about the company’s financial and operational status. This return ensures transparency, regulatory compliance, and accountability in corporate governance.

1. Overview of Section 92 of the Companies Act, 2013

Purpose of Annual Return

The Annual Return provides a snapshot of a company’s financial health, governance structure, and compliance status. It includes details such as:

Registered office and principal business activities
Shareholding pattern
Indebtedness
Directors and key managerial personnel
Meetings of the board and committees
Remuneration of directors
Penalties and legal actions
Certification of compliance

Legal Framework of Section 92 of Companies Act 2013

Section 92 is supplemented by the Companies (Management and Administration) Rules, 2014, which outline the procedural aspects of filing the Annual Return.

2. Applicability of Section 92 of Companies Act 2013

Who Needs to File an Annual Return?

As per Section 92(1), every company, except One Person Companies (OPCs), must file an Annual Return in Form MGT-7. However, OPCs and Small Companies file their return in Form MGT-7A.

Exemptions from Filing

Certain companies are exempt from filing an annual return, including:

Government Companies (subject to specific conditions)
Dormant Companies (as per Section 455)
Companies undergoing liquidation

Certification Requirements

Listed Companies and companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more must get their Annual Return certified by a Company Secretary in Practice.
The certification ensures that the return accurately reflects the company’s financial and governance details.

3. Filing Process for Section 92 of Companies Act 2013 Annual Return

Step-by-Step Guide to Filing Form MGT-7

Step 1: Prepare the Annual Return

Gather details related to shareholding, directors, financial statements, and compliance records.

Step 2: Access MCA Portal

Log in to the Ministry of Corporate Affairs (MCA) portal.
Navigate to the Annual Return Filing Section.

Step 3: Fill Form MGT-7 or MGT-7A

Enter company details, including CIN (Corporate Identification Number).
Provide information on shareholding, directors, and financial status.

Step 4: Certification and Verification

If applicable, get the return certified by a Company Secretary.
Ensure all details are accurate and complete.

Step 5: Submit the Form

Upload the signed and certified form on the MCA portal.
Pay the filing fees.

Step 6: Acknowledgment and Compliance

After submission, MCA provides an SRN (Service Request Number).
Keep track of compliance deadlines to avoid penalties.

4. Penalties for Non-Compliance

Failure to file the Annual Return within the prescribed timeline can result in:

Monetary penalties for the company and its officers.
Regulatory scrutiny and potential legal action.
Loss of credibility in financial reporting.

5. Frequently Asked Questions (FAQs)

Q1: What is the purpose of filing an Annual Return?

The Annual Return provides a comprehensive overview of a company’s financial and governance status, ensuring transparency and regulatory compliance.

Q2: Who is responsible for filing the Annual Return?

The Company Secretary or Director is responsible for filing the return, depending on the company’s structure.

Q3: What happens if a company fails to file its Annual Return?

Non-compliance can lead to penalties, legal consequences, and regulatory scrutiny.

Q4: Can a company revise its Annual Return after submission?

Yes, companies can rectify errors by filing a revised return, subject to MCA approval.

Q5: How can companies ensure compliance with Section 92 of Companies Act 2013

Companies should maintain accurate records, follow filing deadlines, and seek professional certification if required.

Conclusion

Section 92 of the Companies Act, 2013 plays a vital role in ensuring corporate transparency and accountability. Companies must adhere to the filing requirements to maintain compliance and avoid penalties. Proper implementation of Annual Return provisions helps businesses align with regulatory norms and build investor confidence.

SECTION 92 OF COMPANIES ACT 2013